The Nightmare Engine
by Hephestus
Summary: After a harrowing battle with the Changelings, Twilight Sparkle is looking forward to a little rest and relaxation as Canterlot rebuilds. However, all her plans are thrown out the window when The Doctor makes a surprise appearance. All is not well as a mysterious force spreads fear and paranoia amongst the shaken populace. Can The Doctor and Twilight stop The Victor?
1. Chapter 1

It was late and Rose 'Big Scoop' Tailor trotted towards her office in the Canterlot News Agency office building. She flicked her blonde shoulder length mane out of her eyes, she was eager to organize her team for tomorrow and finalize their report on the Changeling Invasion. Despite its role as the single major news outlet in Canterlot, CNA had only been partaking in the bare minimum of live broadcast while the city was being rebuilt; dedicating whatever manpower it had to the citywide relief effort. But now that Canterlot was up and running again and its streets and hospitals were no longer filled with refugees, 'Big Scoop' and her news team could get their story to the public. It had everything a news agency could ask for, political intrigue, tales of survival, heroes, villains, and a storybook ending! It was the story that would win CNA awards for decades to come.

She approached the door to her office, her eyes widened slightly at what she saw. The door was open, only slightly but open nonetheless. '_Mop Up probably just forgot to lock up…after eight years of flawless service?_'

She nudged the door open, internally surprised at how afraid she was. She had been in the streets around the royal wedding when the Changeling Invasion had commenced. She had watched the formerly impenetrable shield crumble under the onslaught of thousands of horrid insectoid equines. She could not put out of her mind their huge glowing eyes, their grotesque deteriorated bodies, their shiny black carapaces, their mouths full of sharp fangs, or the sickly green glow that surrounded them as they rained down from the sky. Worst of all was the buzzing; the hissing and the screeching and the mocking laughter filled with malice was bad enough, but the unending buzzing of their terrible insect wings as they thrummed through the air was enough to drive a pony to madness! Rose squeezed her blue eyes shut and opened the door; she opened her eyes and gasped in preemptive shock. The thirty-something year old earth pony known as Mop Up was idly cleaning the tile floor of her office waiting room, his head snapped up at the sound of the door opening.

"Oh!" the janitor said in surprise. "M-Miss Tailor, exc-c-cuse me! I thought I'd c-cl-clean up be-before the ruh-rush tomorrow."

Rose let out a quiet sigh of relief, feeling distinctly foolish for getting herself worked up like that. "Oh it's quite alright Mr. Up. I'm just in here to put together the game plan for the week; I'm going to have everypony give their reports and stories of the Invasion. You had a bad run-in with them if I've heard correctly, I'll probably have somepony interview you."

He smiled and nodded, visibly concentrating on minimizing his characteristic stammer, "A puh-p-pay-tient one I huh-hope."

She laughed and walked across the room to her workroom; he was a good-natured stallion but understandably withdrawn, so it was always endearing when he spoke enough to make a joke. A terrible buzzing filled the air; she spun around and gave an exclamation of alarm.

Mop Up turned off his electric tile-polisher and blinked, "Ma'am? Is suh-something ruh-wrong?"

Rose exhaled loudly, shaking her head, "Y-yes-oh, I'm sorry…those things really got to me…I was out in the open…you know…when it happened."

"Ohh," he said with an understanding look. "I uh-understand. Thuh-they cornered me a-a-and a bunch of others in a duh-duh-diner. But I c-cah-n't imagine being ow-outside w-w-ith 'em flying around."

"The sound of them…" she muttered.

"Eh-eh-excuse me?"

Rose sighed and made a dismissive gesture, "Nothing. Look, I'd better get to work. This whole week needs planning if it's going to be what I want it to be. In case I don't see you again, good night Mr. Up."

"G'night Muh-Ms. Tailor," he said as he turned the machine back on.

Rose Tailor tried to put the sound out of her mind and closed the door. '_I'll pay him extra to hoof polish the floor from now on…_'

Mop up whistled a jaunty tune as he polished the floor; he had heard it sung at full volume over the speakers in the Canterlot plaza garden. He remembers some cute little purple unicorn cooing out the lyrics as she gestured at the happy couple, there had been a great many good-looking ladies at the celebration but she stood out to him as 'cute', especially in the eye-catching little number she was wearing. He chuckled to no one in particular, jovially scolding himself for his less-than-appropriate attentions towards a girl likely half his age. Not that he had any kind of luck with ladies of _any_ age, talking like a maraca tended to curb one's social life. So he worked. He worked for years on end.

He polished the fine tile of the waiting room; there had been some general filth from a week's neglect mixed up with some Changeling gunk on the floor. Hardly surprising since those ugly bugs had gotten _everywhere_ it seemed, not a problem now that they were gone but it was an unpleasant reminder of a week best forgotten. He turned around to admire his work; the floor was absolutely spotless save for a tiny spec of green near the middle of the room. Mop Up clicked his tongue in frustration and hauled the still-running polisher over to the spot. He looked down at the offending blemish, a perfectly round disc of translucent harlequin green.

"What the huh?" he leaned forward and dabbed his hoof in the spot, as he retracted the sticky substance formed a trail from his hoof to the floor. He blinked in confusion; unlike all the other puddles of the loathsome stuff he had cleaned this one wasn't an inky opaque gelatin. Instead it was clear and viscous and…_fresh_.

The lights cut out suddenly, "Oh cruh-cra-"

Rose Tailor looked up from her computer; she had heard something akin to a cry of alarm over the din of the polisher. She shook her head and thought to herself. '_That's enough of that Rose…those things are gone forever. You need to get on with your life!_' She rubbed her hooves on the side of her head and shut down her computer, "Time to go to sleep Big Scoop…you're hearing things."

There was a loud clattering outside her door and possibly the sound of scuffling hooves over the ominous droning of the polisher. She shot to her hooves and quietly made her way to the door, tiptoeing towards the door and opening it with a creak. Out in the darkened waiting room was a scattered pile of mops and brooms, the spilled contents of a mop bucket, and a spinning floor polisher that had been left to its own devices.

"Mop Up?" she said, slowly walking out of her office.

She turned off the thrumming polisher and listened for an answer, "Are you here?"

After a minute of tense silence she clambered back into her office, slamming the door behind her and locking it. She scrambled for the phone and nervously dialed the service desk number when she noticed that her computer monitor was on again. Still holding the phone she approached the flickering screen, the only thing on the screen was an open document with two words in block capitol written in it:

BEHIND YOU

Ponies walking outside looked up at the building, some had seen a flash, some had heard a terrible bloodcurdling scream, and some had witnessed both. But all of them, every single one, suddenly and abruptly felt that whatever was going on was either their imagination or none of their business. Each and every single one carried on with their lives as a high-powered perception filter silently encased the building.

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)

DOCTOR WHOOVES

Episode 3

The Nightmare Engine: Part 1

Starring:

The Doctor

Twilight Sparkle

Spike

Featuring:

Rose Tailor

Mop Up

3 DAYS LATER

Twilight Sparkle smiled in contentment as she lay in the sun. It had been a week since the marriage of her brother to Princess Cadence; she had stayed behind to help with the clean up while her friends had returned to Ponyville. After the Changeling attack much of Canterlot had been damaged, but a little magic here and there had fixed that right up. Twilight looked around at the city from her high-rise balcony, the city had once again regained its true beauty; while admirable in its scale and skill, the shield Shining Armor had projected around the city had cast it in an odd magenta hue during the day and had at night permeated the city with an unearthly glow. Twilight sipped her lemonade and looked up at the sky, this was a perfect day, not a cloud in the sky and not a worry to be had. In addition to her contentment there was the unmistakable feeling of exaltation exclusive to performing one's duty as a hero. Solving interpersonal problems and helping friends was great and all, but there was a special kind of rush to be had from partaking in a truly historical event; knowing the enormity of the events that had transpired and one's role in its outcome was sort of like the whole universe congratulating its hero. It didn't hurt one's ego, that's for sure. If nothing else it helped the world feel big again…

Twilight hadn't thought about The Doctor in almost a week, a surprising feat considering he had never been far from her thoughts in the month since he took off in his TARDIS. Things had been going well until then; The Doctor had actually stuck around in one spot for an extended period of time, a nearly unheard of occurrence. He'd been edgy at first, seemingly afraid of something, always looking over his shoulder for a sneaking enemy or an oncoming threat. Slowly but surely he seemed to settle and calm down somewhat. He'd been running from something before, something terrible, and his acclimatization to the world around him was similar to a jumpy beast settling in to a safe new home. The universe he had come from must have been terrifying to leave an impression like that on such a fearless being, to leave someone who could stare down gods and monsters alike searching for evil in even the smallest shadows. And then one day he and the TARDIS were gone, without so much as a fond farewell or tip of the hat. There were still so many mysteries surrounding The Doctor, so many questions. What was a Time Lord? Where is he from? What is he so afraid of?

"Where are you Doctor?" Twilight muttered aloud.

"Follow the sound of my voice," said The Doctor, lying on a sun chair next to her. "Do you have room service's number? I'm out of lemonade."

Twilight gasped in shock and shot to her feet, "Doctor?!"

"Hi!" he said cheerily, lifting his sunglasses up his face. "Long time no see!"

She rushed over and pulled him into a tight hug, "Doctor! You're back!"

"Seems to be the case," he said with a smirk. "How have you been keeping?"

Twilight gave him an annoyed look, "Peachy. I've just been fighting off Changelings and dragons and whatnot! Where have you been for the past month? Why did you leave and why didn't you tell us you were leaving?!"

The Doctor shrank away from the now-incensed unicorn and smiled in an ingratiating way, "Well…to answer all three questions at once, I was taking care of all that Tirac business five hundred thousand years ago. I figured I'd relax in Ponyville for a bit before tackling that menace again!"

"But…" Twilight said quietly. "But why didn't you take m-, er, _us_ with you?"

The Doctor gestured dismissively, "Oh c'mon Twilight, don't be that way! Tirac probably didn't recognize you lot before because I didn't take you back when I fought him for the 'second' time. It was either that or I _did_ take you and got you all killed. I…I just couldn't take that risk. I hope you understand."

Twilight smiled warmly and nodded, she couldn't stay mad at him, "I understand Doctor. Tell me, what was Equestria like back then?"

The Doctor's face darkened for an instant, "Familiar." His face lit up once more, "Dark, dingy, and grim. That old chestnut, you really weren't missing anything. Just think Tirac's attitude, but a planet."

"Really? Thanks for not inviting us," Twilight said with a shudder. "Anyway, we've been having a bit of a shindig here ourselves!"

"Yeah, I know," The Doctor said with a nod. "I arrived during the invasion. I wanted to get to the castle, but I kind of got sidetracked helping people…a mother and her little girl."

"Too bad you weren't at the wedding, my big brother and Princess Cadence were the ones who beat the Changelings in the end…actually, what have you been doing for the past week?"

"Made a couple friends, had a bit of an adventure between then and now, fought a monst-Your bro-what?!" The Doctor said, his eyes wide. "Wait, wait, wait, waitwaitwaitwait…wait. 'Big brother'? As in _your_ big brother? You have a brother?"

"Yeah, Shining Armor," Twilight said, raising an eyebrow, "Didn't I ever tell you I had a brother?"

The Doctor's mouth stood agape, "Did you ever-No!"

"Pretty sure I did," she said with an uncertain lilt.

"Did not."

"Did too."

"Nope."

"Yep."

"Okay…" The Doctor said rolling his eyes. "When?"

"When? When what?" Twilight said in confusion.

"When did you tell me about Polished Chainmail or whatever."

Twilight's eyes darted back and forth. "O-oh…y'know…uuuh, off…screen?"

"That only works for Pinkie Pie," The Doctor said flatly.

"Shoot!" Twilight said. "Okay, I guess I didn't."

"You just casually forgot to mention that you have a sibling?" The Doctor said with a smirk. "One eligible to marry an Alicorn princess no less?"

"You never asked!" Twilight said defensively, "And you should talk! You barely answer direct questions on a good day!"

The Doctor smiled, "I missed you, did you know that?"

Twilight blushed and tried to stammer out a retort before relenting and shaking her head. "I missed you too Doctor."

The door to the balcony swung outward and Spike backed in with a towering stack of scrolls and books. "Hey Twilight, I got all the stuff you wanted along with some ancient Equestrian lore. If the Changelings don't show up directly in the documentation there might be some leads to pick up from the…" he turned around to see The Doctor beaming at him, "…Doctor?"

"Spike!" The Doctor said with a laugh. "Long time no see! Have you grown? Er, _normally_ I mean?"

Spike smiled and carefully set down all the books and scrolls before running over to The Doctor, "I guess I have a bit, Twilight's been really cool with gems and stuff recently. But hey it's good to see you! Where'd you run off to for a month?"

"Plesippia," The Doctor said quickly. "Bit of war, bit of mayhem, terrible food and services, all in all I wouldn't recommend it. Two stars," he briefly examined the pile of tomes Spike had brought out. "Reading up on ancient and/or mythical creatures, hmmm?"

Twilight nodded and patted Spike on the head before turning to The Doctor, "Thank you for getting all of this, Spike. Ever since the invasion I've been trying to find out just where the Changelings came from, who they are, how many of them there are. So far all I've been able to scrape together is that they feed on the psychic event caused by feelings of love and happiness and they follow a queen, beyond that no one seems to know much about them as a species. What's strange is that while the invasion involved thousands of them almost every account or story regarding Changelings involves one or two beings at the most! I find it troubling that a race with a biological predisposition to subterfuge would try to stage a large assault like they did. It just doesn't add up."

The Doctor nodded and put his hoof to his chin, "Yes, they certainly know how to lay low. Out of all of Tirac's creations they were the least aggressive, but then I suppose compulsive murder isn't a valuable attribute for a spy."

"That makes sense," Twilight said before spinning around to face The Doctor. "Wait, what?! _Tirac_ made the Changelings?"

"Well duh!" Spike said with a scoff. "Who _else_ would create a race of shape-shifting bug monsters that _eat love_?"

"Well said!" The Doctor laughed as he turned to Twilight. "Yes, the Changelings were one of his first creations, back when he was a small-time demon attacking border cities. He'd send a queen to a city or country to establish an intelligence network for a future invasion whilst slowly siphoning the love out of the population. The effect was two-fold; he could destabilize infiltrated areas whilst simultaneously instilling an atmosphere of fear and paranoia in surrounding populations, emotions on which he could feed."

Twilight shook her head in disgust, "It must have been an awful world to live in. Everybody being afraid and angry, knowing that the very fear and anger they felt just made that monster stronger! I'm just glad Tirac's back where he belongs."

The Doctor nodded, "You didn't even see him at his worst, or the lengths the ancient Plesippians went to just to stop him. Which brings me back to something that's been bothering me, near the end of the war all the Changeling queens had been destroyed by the dragons, or at least I thought they were."

"Obviously not. I expected better results from my people," Spike said before blinking and turning to the pile. "Looks like I lugged all that stuff up here for no reason then, huh?"

"I wouldn't say that," Twilight said, hoisting a book into the air with her magic. "I've been meaning to read this book a second time."

"She hasn't changed at all in the past month, has she?" The Doctor laughed.

"Not one bit!" Spike said with a sigh.

"Hey Spike…" The Doctor said with a mischievous smirk, pulling out his sonic screwdriver and quickly buzzing it over the small dragon, "…gesundheit."

"What're you tal-tah-ahhh-aaaaah…" Spike said as face contorted, an itch had suddenly developed deep in his nostrils.

The Doctor swiftly slid the dragon towards the pile of books, "Step back, Ms. Sparkle."

Twilight turned her head and dove out of the way as gouts of green flame engulfed the tomes and scrolls, "…AHHHCHOOOOOO!"

"Doctor!" Twilight exclaimed as the pile dematerialized. "Those were one of a kind Canterlot books! Original prints!"

"And they still are," The Doctor said with a shrug. "Just, y'know, somewhere else."

"The last time you combined Spike and books a certain _someone_ sent a certain _something_ to the heart of the sun," Twilight said with a playful flick of her mane. "So yeah, I reserve the right to assume the worst."

The Doctor laughed as they walked out of the room, "If I recall correctly it was _you_ who ended up destroying the 'certain something'."

Before Twilight could retort Spike raced up between them, "Now that all those books are somewhere else, what say we all go get ice cream?"

The Doctor looked over at Twilight and smiled, "There was this once ice cream place I saw during the invasion, the sign said it had a frogurt bar! Granted it was _on fire_ at the time, but it should be fixed by now."

Twilight mulled it over for a moment, "Choice of topping?"

"Most likely."

"Let's roll."

It watched them from afar. The purple unicorn chatted idly with the brown stallion, the dragon on her back occasionally chipping in and causing a small bout of laughter. The unicorn and the stallion fit the psychic profiles of two of the eight equines it had been warned about. It didn't know why they were dangerous, only that they were and that was enough. There was definitely something between the two ponies, the makings of a significant infatuation on the part of the unicorn and some strange muddle of emotions on the part of the earth pony. It could see the auras of these emotions as they surged from the ponies; when the unicorn laughed at the myriad bleats of the stallion she surrounded herself with the appetizing aura of affection and admiration, a soft pink glow that elicited a deep longing in it's leathery carapace. The sensation was not unlike hunger, a powerful instinctive desire to ingest the attractive glow, but unlike hunger the desire was accompanied by a horrid withering sensation, as though one was shrinking inside one's own shell. It instantly formulated a plan to cocoon the stallion, take his place, foster and harvest the love of the mare, and…

'…_Victor…_'

No. It had a mission. There could be no feeding beyond passive absorption. It had a mission.

It had a title.

'_You're the winner then?_' 'she' had said. '_I have a mission for you, a mission and a _title_. I will call you…The Victor._'

The Victor had a title. A title!

Not a name; to the Changelings a name meant nothing; names were for those of static form, for those who could only be one thing and thus needed a name, names were a _food_ thing. But a _title_, a title was something altogether different. A title was an honor, something that could not change along with a new shape; a title was an anchor of self. To a Changeling a title meant everything. It was the winner of 'her' challenge. It was The Victor.

The Victor smirked; it was now in the perfect position to complete its mission. From this beacon of information known as the Canterlot News Agency it could broadcast 'her' agenda to the unsuspecting ponies.

"Oh hey! Mop Up!" a voice said from behind, it turned around to see a brown haired donkey mare roughly the same age as the shape The Victor was wearing. She was somewhat rounder than most with a slightly disproportioned face, not attractive but not quite homely. "Hi! I didn't know you came to this diner."

It stared at her for a moment, her aura shifted through a spectrum of emotions at an alarming pace; uncertainty, self-loathing, insecurity, confusion, and worry all within the span of a second. It saw through this maelstrom of conflict and latched onto a specific color, the same soft pink hue that it was instinctively drawn to. She was infatuated with the shape it wore, tints of red within of the pink aura suggested a longstanding physical attraction too.

"Oh…" it said, quickly accessing the memories of the cocooned pony in the CNA building's basement. "Hello…Dolores. Good to see you."

Dolores smiled and blushed brightly, "O-oh…it's good to see you too! Anyway, I didn't know you came here."

Mop Up didn't come here for the simple reason that _she_ was here. The Victor sensed no ill will toward the donkey mare. On the contrary, he found her infatuation very flattering, but for some reason Mop Up was very shy and her attention made him uncomfortable. "I do not…_don't_ usually, but my regular diner was destroyed by the Changelings. So I have come here."

Dolores' eyes lit up, a wide smile spread across her face, "Hey! You're not stuttering! Have you been taking speech therapy or something?"

"Or something," it said bluntly turning to look for the potentially dangerous duo, they had stopped at an ice cream shop on the street corner and were safely within sight. It quietly cursed at itself; that had been a potentially fatal blunder, had the interloper not been distractingly infatuated with this shape there could have been trouble.

Dolores cleared her throat and shifted uncomfortably after a silence. The Victor turned to her, "Yes?"

"Ummm…" she said quietly. "Well, um, I was wondering…wanna have a coffee… together? Like, now?"

"…" The Victor blinked, it had a mission and this 'Dolores' could be a distraction.

Dolores' aura shifted wildly, waves of insecurity and self-chiding frustration radiated out of her, "W-well, y'know, if you don't want to that's fine…"

"Dolores," it said with a perfectly crafted smile. "Coffee sounds great."

Her aura exploded into deep pink as she barely kept a huge smile off her face, "Okay! What do you like?"

"…" The Victor watched her appetizing infatuation; the withering sensation was nearly unbearable, making it somewhat hard to think straight. "I like…coffee."

Dolores smiled uncertainly and sat down at its table, "Uhh…me too!"

The waiter had brought them both 'coffee'. Loathsome stuff, but it was part of the local bonding rituals. It still had its mission in the forefront of its mind, but this Dolores was blood in the water and it had been without a good meal for far too long. Dolores was so desperate for love that it would take the minimum of effort and concentration to prepare her for feeding. Her romantic aura was a deep pink color; it was a color other Changelings jokingly referred to as 'well aged'. Besides, the mission and the meal could both be worked on in the same building.  
"Mop Up?" Dolores asked. "What's with the smile?"  
The Victor became aware of the somewhat goofy smile on its face, "Oh, uuh, I guess I'm just excited. Three days after my 'correction' and I'm already making friends!"  
Dolores blushed furiously, "O-oh yeah! You sound great by the way! If I didn't know any better I wouldn't be able to tell that you ever had a stutter!"  
They laughed and went back to drinking their coffee. The Victor kept a watchful eye on the two threats; yet another reason to pursue Dolores, her energy would make it strong enough to repel any equine threat. It had a mission, it had a title, and now it had a meal. The Victor smiled to itself.

The Doctor, Spike, and Twilight sat around a table, the melted remains of frogurt attracting flies.  
"And then the Malum Avis Rex screams 'The stars are in the pudding!'" The Doctor said with a suppressed chuckle. "A-and Discord, still covered in stella-apis honey, just roars and punches him to the moon!"

The Doctor burst out laughing, Spike and Twilight laughed along with him.

Twilight wiped tears away from her eyes and willed herself to calm down, "Oh…oh, that's terrible! That explains so much about Discord, though!"

"His sense of humor hasn't changed in half a million years, even if his appearance has," The Doctor said. "The terrible thing was that, compared to the rest of his world, that chuckling sociopath was the comic relief! It's so good to be back here!"  
Twilight looked across the table at The Doctor; there was something about him now, something familiar. It was the same look she had seen on his face midway through their trip through the Pitar Galaxy. The Doctor had come from a terrible place full of horrors and wonders, and his acclimatization to their universe had been a slow but rewarding process. The Doctor had always been a kind and generous soul but his time in their universe had taken the edge off that cold dark creature that had fought The S'Müz and its accomplices. By the time he had fought with Tirac beneath Dragon Valley there was barely anything left of the destructive wrathful being that had lurked in his soul. There was no doubt in Twilight's mind that The Doctor could have wiped that sick monster from the face of the multiverse if he had truly wanted to, but chose not to despite Tirac's unquestionable evil. Whatever world The Doctor had returned from was similar enough to his home to make him undergo a small regression, and it was up to _her_ to bring him back. The Doctor noticed her watching him and returned the gaze, for a moment a small charge electrified the air between them, those ancient blue eyes locking with hers. Twilight found herself at a loss for words, what could she possibly have to offer such being?  
'_The world,_' a voice said in her head. '_The world from your perspective; he travels the universe to make it seem big, to make things matter, a new perspective would open it up for him again…_'  
"Hey, look at this!" Spike abruptly slammed a CNA newspaper down between them, breaking the moment. "There's something like eleven pages covering the invasion! It's pretty much the only thing CNA has reported on for the past three days."  
The Doctor looked down at the paper, there was a huge picture of a snarling Changeling terrorizing ponies, the title read '**Canterlot Catastrophe: Could it Happen Again?**' in alarming red block capitol letters.

"This is…odd. This doesn't seem like normal Equestrian style of reporting. It seems a mite too sensationalist to me. Here Twilight, what do you think?"

Twilight examined the article, there was a certain something about how it was written that set off her alarms. "You're right. The way these articles are written it's almost like they're glorifying the event, and look here: 'as the vicious Changeling Horde descended on Canterlot, the Royal Guard scattered before the onslaught, leaving the citizens of Canterlot helpless.' How dare they! The Royal Guard was just as surprised as everypony else! Not to mention they were outnumbered a hundred to one!"  
The Doctor's eyebrow rose on his face, "Look here: 'tune into channel four at six PM tonight for potentially lifesaving information regarding the Changelings'! Clever! Whip up some fear amongst the populace then promise some answers at six and watch your rating soar! I expected better from Equestrians…"  
"I say we speculate on motives later," Twilight said excitedly. "Keep in mind that this'll be the first comprehensive news transmission regarding the Changelings since the invasion. Let's have a look at what information they've gathered and cross-examine it with what you know. That way I can give Princess Celestia a comprehensive and factual report to give to the news agency and put an end to all this sensationalist tripe!"  
The Doctor nodded and locked his gaze on the newspaper. '_Something about this just doesn't feel right. For this sort of thing to just suddenly appear, and in the wake of an invasion no less!_' The Doctor looked up from the paper and stared across the city to the Canterlot News Agency, something about it raised his hackles. _'Well, I guess I'll just have pay you lot a visit then. See you at six._'


	2. Chapter 2

There was a thud, possibly a door closing.

A slight tremor rippled through the resin-like shell of the cocoon as an eerily familiar thrumming filled the air.

Rose's eyes shot open as she gasped in shock. Her eyes darted around, adjusting to the low light of the room she was in; where was she? There were large heavy pipes in the walls and ceiling alongside several different kinds of wires and cables. A bunker?

"The buh-buh-basement," said a tired voice in the darkness. "We're in thuh-thuh-the basement."

"Mop Up?" she said nervously, "Is that you?"

An annoyed 'tch' echoed off the concrete walls. "Who eh-eh-else?"

"Where are you? What happened? What is this stuff?!" Rose said, beginning to panic.

Mop Up's suddenly shot up in front of her with a large smile on his face. "I'm right here!"

Rose tried to move her head so she could see more of him, but the hard sticky substance of the cocoon held her fast. "Could you get me out of here?"

"Hmmm…" Mop Up said with an exaggerated expression. "Nope! Not yet anyway, you're not quite ripe."

"What? Mop Up, this isn't funny! I-""

"Muh-Miss Tailor! Th-that's not muh-me!" said Mop Up's voice from elsewhere in the room.

"Spoil sport…" 'Mop Up' said with a roll of the eyes.

To Rose's horror the Mop Up in front of her disappeared in a flash of emerald fire. Replacing him was a horrid black shape with glowing cerulean eyes and enormous fangs. The monster grinned and opened its maw, strands of saliva dripping from its mouth. Rose screamed in terror and frantically struggled against the cocoon, despite all her efforts the awful smelling gunk would not budge. The Changeling seemed to unhinge its jaw and open its mouth impossibly wide; it hissed loudly and lunged at her face. Rose's screams shifted into sobs of terror and she squeezed her eyes shut, the monster's rancid breath a hot damp miasma around her head.

"Ah!" the Changeling said with a smile. "There we go! This is getting easier every time I do it! Now you're ready."

"Ready for what?" Rose whimpered.

A digital display snapped on behind the hovering Changeling, it read 17:59:55. Sounds of activating machinery followed as more and more of a large machine became visible, an ovoid machine lit from the inside by a sickly green glow.

The Changeling turned to Rose, it's horrid shape now back lit by a diseased harlequin glow, and smiled. "For the six o'clock news hour! Every little scream counts!"

The display read 17:00:00 and the whirring and buzzing of machines and magic filled the air. The various wires and pipes leading into the oval centerpiece began to glow and shudder as enormous energy raced through them. A high-pitched whine pierced the air and the centerpiece began to radiate poisonous waves of energy. A low throbbing noise went in tandem with the pulses, a low throbbing that sounded disturbingly close to the pounding of a heart.

The Changeling turned toward the machine and spread itself open. An arc of energy blasted forth and arced across its body. Small twisting stands of energy danced across its carapace and seemed to seep into it causing it to swell and grow.

It swung around to face Rose, its formerly blue eyes were now a blazing orange, it grinned widely bearing larger sharper teeth than before. "Be afraid."

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)

DOCTOR WHOOVES

Episode 3

The Nightmare Engine: Part 2

Starring:

The Doctor

Twilight Sparkle

Featuring:

Rose Tailor

Mop Up

The Victor

Dolores

17:50:30

The Doctor and Twilight raced towards a pub, Spike clung to Twilight's back as she galloped.

"Doctor!" Twilight said. "It's almost six already, why are we going there? I have a television at my room!"

"Not the point," The Doctor said. "There's something wrong in Canterlot. Too many off-kilter things happening at once, and too many synchronous elements being implemented too quickly! That and I haven't had a decent basket of chips in half a million years!"

Twilight stopped outside the pub and gestured for Spike to get off, "Spike, I want you to head back to our room, we'll be back in no time."

"But-!" Spike began before being cut off by Twilight.

"Bup!" she exclaimed. "But nothing, this is no place for baby dragons. Now head on home."

"Fine," Spike grumbled as he shuffled down back towards the castle.

'_Now that that's taken care of, The Doctor's been alone in there for about thirty seconds. So that means_…' she heard a coarse exchange of words from inside. '…_Damage control.'_

The Doctor shouldered the door open and briefly scanned the room. There was an interesting cross-section of manual workers, transients, and general rough-and-tumble types. A large burly jack manned the bar and cast a sideways glance at The Doctor; a raised eyebrow followed a very brief double take before a muted order drew his attention.

The Doctor trotted over to the bar and hopped up onto a stool, "Oi barkeep! One basket of chips for m'self!"

The large donkey snorted and glowered at The Doctor and rumbled, "Kitchen's closed. And no one calls me 'barkeep' if'n they want to keep their teeth."

"Alright," The Doctor said. "So, what should I call you? Florence? You look like a 'Florence' to me. Hello Florence I'm The Doctor, pleased to meet you!"

"It's Gus," The donkey growled. "Grinning Gus, and if you keep this up you're gonna _need_ a doctor pretty quick!"

"Never heard that one before…" The Doctor muttered.

The door flew open and Twilight calmly strode in, "Never mind him Gus, he's with me."

Gus changed his tune and gave a genuine grin, "Hey Sparky, good to see you! I haven't seen you or Shiner in a parasprite's age!"

Twilight hopped up onto the stool next to The Doctor, "Well, I've been in Ponyville and Shining Armor has been heading the Royal Guard. It's good to see that you got through the invasion alright."

Gus shrugged, his smile disappearing. "Eh…well, I'm alive anyway."

" 'Sparky', eh?" The Doctor turned to Twilight, a wry smile on his face. "Been here before?"

"Shining Armor would always take me here when he wanted to celebrate something. Helped him to get away from the stodgy trappings of the guard," Twilight said with a shrug. "Made a few acquaintances."

"Sparky here can knock back the bunny-hugs like no-one I've ever seen!" Gus said with a laugh. "This one time, some fool claimed that unicorns could only lift their body weight! Sparky then lifted everyone in the room clear off the ground and then brought the floor right up to meet 'em! Lifted the _whole building_!"

"Bunny-hugs?" The Doctor said, looking over at Twilight. "Did you use a liver-fortis spell or something? How are you not dead?!"

"So," Gus said leaning towards Twilight, "what brings you here and, uh, who's the weirdo?"

"Him? That's The Doctor, he's a friend of mine. Say, could you switch on the TV for the six o'clock news? We'd like to catch that news report on the Changelings."

Gus pointed across the room, a large crowd of various patrons huddled around the television as the CNA banner streaked across the screen.

"This is CNA," the announcer said in his familiar baritone.

An attractive news-mare sitting behind a desk turned to the camera and smiled. "Good evening. I'm news anchor Brook Aria and this is the six o'clock report. It has been a week since the attack on Canterlot was successfully repelled, but the ordeal has left more than a few Canterlotians shaken. For the past few days CNA has been diligently researching the Changelings, hoping to rally information to share with the rest of Equestria on this terrible menace. What follows is a basic summary of our research with more detailed reports being scheduled for later in the week. It is our hope here at CNA that the following information will prepare you, the citizens of Equestria, against any further Changeling incursions."

The image on the screen changed to that of the Equestrian flag, it waved in the breeze as heroic-sounding music blared in the background. A soothing male voice sounded over the theme. "For over a millennia Equestria has been a bastion of peace, happiness, and love. No one could have suspected that it was these very things that drew the Changelings in from part unknown. Little is known about them beyond a single immutable fact: they are dangerous, aggressive, and highly intelligent."

Pictures of Changelings attacking and small sounds bites of terrified phone calls filled the air before the voice started again, this time with video clips relevant to the narrative. "Changelings can alter their appearance and voice at will to perfectly mimic any being they see and hear. The only defect in their disguise is their inability to mimic the personality of their hosts. However, this flaw is only noticeable to those familiar with the person being imitated. Beyond intimate knowledge of the host, the possibility of detecting a Changeling is dangerously low.

"The nature of the Changeling is a mystery. Their monstrous queen, the Changeling responsible for the attack, claimed that emotions such as love and happiness provide them with some form of nourishment, likely magic-based. Canterlot biologists surmise that the typical modus operandi of the Changeling is to locate a source of love, presumably a couple, and use their abilities to replace one of the couple in order to feed upon the love of the other. This possible pattern was demonstrated during the invasion with Captain Shining Armor and the Changeling Queen. The fate of either member of the hypothetical couple is undoubtedly elimination."

A worried murmur spread throughout the gathered pub patrons, a large earth pony stallion feinting with a muted gasp as the tune of the program changed to a carefully optimistic theme. "In the wake of this disaster it is important that we, the citizens of Canterlot, remain strong. We do this not only for ourselves but all of Equestria, for the nation looks to its capitol for guidance. However, against a duplicitous enemy such as the Changelings that strength must also be tempered with vigilance and knowledge. Tune in at six PM every day until the end of the week for more information regarding the Changeling menace. Until then, be brave, be strong, and be vigilant. One never knows when the Changeling is about."

The next shot switched back to a somewhat shaken Brook Aria who anxiously cleared her throat and forced a smile. "Coming up next…uhhh…I-I mean later at seven: how much does early education effect magical acuity in unicorn foals? The answer may surprise you. Coming up next, the weekly weather schedule with Nimbus Chinook."

The weather schedule carried on as Twilight and The Doctor pulled away from the group. The Doctor leaned in close and muttered, "So, what do you think? See anything?"

"I think I'm starting to see what you mean," Twilight whispered. "There was definitely something weird about that report. It didn't seem to say anything anyone with a bit of sense couldn't have figured out on their own. I'm surprised that it made it on to the air, CNA is usually really good about this sort of thing when it comes to broadcast material."

The Doctor pulled out his sonic screwdriver and trilled it in the air for a moment before studying it. "Anything else?"

"No…" Twilight said as she looked over her shoulder. "Why? Are you getting anything?"

"I'm not sure," The Doctor said as he examined his screwdriver. "Whatever I'm detecting could just be residual magic from all the unicorns around here, but it also could be something nefarious."

" 'Nefarious'?"

"Word-A-Day calendar."

"Ah," Twilight looked out at the worried faces in the pub. "So, what's the plan? I get the feeling it's going to be one of _those_ days."

"Don't be too hasty. Like I said, it could be nothing," The Doctor said. "Let's get to the TARDIS, there's some scans I need to run."

"…One never knows when the Changeling is about."

The Changeling laughed and clapped his hooves on the concrete, turning to Rose with his new eyes, "D'you like it? Added that last part in there on a whim. I really think it brings it all together, though."

Rose, having had time to compose herself once more, rolled her eyes and said, "You must be a sadist, making watch as you turn my network into a sensationalist dreck flinging tabloid! If you had just killed me it would have been over with!"

"There you go!" the Changeling cackled. "A defiant spirit produces the best fear once it gets broken!" It fluttered up to her, face-to-face, "Oh, you can denounce my methods but you can't deny the results! Look at the machine, the energy! And this is just a teaser, once I release more in-depth 'information' the resulting fear and panic will make today look like a…much smaller and…less impressive…thing."

"That one got away from you, huh?" Rose said with a raised eyebrow.

"Yeah…it did a bit," the Changeling said. "Shut up, I'm hungry."

The Changeling set down on the ground, "Good thing I have a tasty little jenny arranged for dinner. Mmmm-mmm! I do so love Asinian food, really hits the spot!"

"Wuh-what?!" Mop Up exclaimed.

The Changeling rose off the ground and pulled Mop Up's cocoon from the ceiling, it dangled like a piñata as the Changeling turned it to face its prisoner.

"Wuh-well, yuh-yuh-yuh-you see," it said mockingly. "I got myself on good terms with your admirer Dolores. You know, the donkey you like but never talk to? So tonight-while you dangle here helplessly-I will be feasting on her love for…_me_, actually, since she now knows me better than she ever knew you. Funny, that."

"Yuh-yuh-you muh-monster!" Mop Up shouted. "If you hurt her I'll-"

"You'll what!?" it roared, bearing its fangs. "Yuh-yuh-you'll s-stuh-stuh-stop me? Ha! What, will you mop me to death and rescue the mare you're too terrified to even tuh-tuh-talk to? What does it say about _you_ when the only time you can get a girl is when a love-eating _monster_ takes your place, you pathetic stuttering freak!"

It dropped to the ground and began to walk towards the door, a bright green burst of magic consumed it as it assumed Mop Up's form; it looked back at Mop Up and shouted, "It's your first date in a while, so I understand that you're nervous. I'll let you know how it goes."

Its horrible cackling echoed in the concrete room, a sharp clanging sound followed by a click marked its departure. Soon, the only sound in the room was the distant sound of boilers, the eerie pulsing of the machine, and Mop Up's quiet sobbing.

"Mop Up…" Rose said softly. "Hey, c'mon. Don't listen to that thing, it's just trying to get to you."

Mop Up hung his head and looked away, a terrible sadness in his eyes. "It's guh-gonna hurt h-her…"

"Not if we get out of here first," Rose said and looked around. "How long have we been here?"

"Three duh-days," Mop Up said lowly. "It's been using our fuh-forms t-to get its shuh-show on the a-air."

"Three days? " Rose said in shock. "But I remember getting grabbed like it was yesterday! How can it have been three days?"

Mop Up's brow furrowed with effort as he steadied his speech. "Its been wuh-waking you up every eight hours to scu-scare you. Each time it did some magic thuh-hing to make it so you don't remember, suh-something about you being too strong to scare twice."

"But why? Why scare us? Why put all that alarmist garbage out on the airwaves?" Rose said with growing frustration.

"That thing o-over there," Mop Up said, gesturing at the machine with his head. "I-it's hooked it up to the broadcast system. I thu-think it allows the broadcast to c-cuh-carry the fear back to here; a-a-and the muh-muh-machine seems to feed off it. He scu-scared you and me over and over to jump-start it, guh-get it ready fuh-for tonight. Nuh-now it's on, and it's doing something, something bad!"

Rose could feel the prickling sensation on her skin every time the machine pulsed, whatever it was it was electrifying the air. "It runs on fear…hmm."

"Whuh-what?" Mop Up asked.

"Well, it might be nothing," Rose said with a constrained shrug. "But if that thing runs on fear, and it zapped the Changeling with some kind of energy, does that mean the Changeling gets energy from fear now? Because it grew after it got charged, right? Didn't everyone say they got food from love? If the Changeling gets what it needs from fear, it won't have any use for Dolores!"

Mop Up nodded as a hopeful smile spread across his face, it was pure speculation but he hoped it was correct. "Yeah! A-a-and maybe it'll l-l-leave her alone!"

"But then it'll come back here, won't it?" Rose said.

"Doesn't m-matter. S-s-so long as it isn't h-hur-hurting anyone else."

The Victor smiled widely as it exited the basement. With each passing moment it felt power and life surging into it, the engine had done something to it, something incredible. It now felt just as strong and vital as it did while feeding, if this is how it felt now it could hardly imagine how a feast like Dolores would make it feel. There was a niggling little worry in the back of its mind, now that the first broadcast had been made it could expect to hear from those meddling equines in the near future. The psychic flavor of their profiles told it that the Brown Stallion was the more hated and feared creature while the Purple Unicorn was regarded with wary malice. Considering 'her' power, the fact that The Victor had been warned of them at all told it reams of their destructive potential.

'_No matter, once I feast I will be more than strong enough to eviscerate those flimsy creatures,_' it thought to itself. '_Come this time tomorrow and the engine will be unstoppable and I along with it!_'

It exited the building and looked up at it from the courtyard. Over fifty stories of disgusting Equestrian aesthetic, a tower covered with pointless frills and pastel colors. Not that it was complaining; the building made the perfect disguise for the Engine while also possessing the necessary machinery to power it.

"Mop Up!" a familiar voice said over the din of the evening traffic. "Over here!"

It turned and saw Dolores across the plaza, she was wearing what it assumed was supposed to be a nice dress and make up. It smiled its best smile and mimicked the nervous-excited gait of a smitten young stallion; a detail most were only subconsciously aware of at best, but one that unfailingly convinced those that did notice.

It walked up to Dolores and said, "Dolores! Hey. Hi. Umm…so, uh, where do you want to go?"

"Oh well, you know…" Dolores said, trailing off.

It could tell that she wanted to say 'my place' but wouldn't due to propriety or some such, and it knew it couldn't push the matter lest it jeopardize the purity of its food source. Not that it mattered; all it needed was a few hours in her general proximity to get what it needed, so it said "How about the fancy place down the street? The Méchant Loup?"

"Yeah! That sounds great! I hear they have a really good salad bar!"

"Sounds great! Let's go!" The Victor said with a grin, everything was going according to plan.

The inside of the TARDIS thrummed softly as The Doctor scurried to and fro, examining bits of data and pulling various levers.

Twilight tapped her hoof against the metal plating. "Doctor, are you don't have anything for me to do?"

"Yep."

"And you don't need any help?"

"Nope."

She scratched her chin with her hoof. "So you're sure that you definitely don't have anything for me to not do? Or do you not want me to do nothing?"

"Ye-n-uhh…" The Doctor looked up from the console and sighed. "Monitor the recorded transmission waves while I cycle through the TARDIS's database."

Twilight beamed and raced over to the console. She eagerly began to read the data, two separate graphs side by side. "So, what am I looking for?"

"Any correlation you can find," The Doctor said distractedly. "I'm swapping through certain kinds of carrier signals in the database, specifically the kind that can receive as well as transmit."

Twilight looked down at the screen, the graph on the bottom remained unchanging as the top display cycled through graphs at a rapid pace, switching out ones that didn't match. Her eyes darted up to The Doctor; he had a strange look on his face, if Twilight didn't know better she'd say it was fear.

"Doctor? Are you alright?"

His head snapped up and he locked a briefly icy gaze on her, she felt a chill run up her spine before his expression softened and he donned a thin smile. "Yes…yes, of course. I'm fine, just fine. Nope, nothing wrong here. Nothing whatsoever."

"Doctor," Twilight said sternly. "I haven't seen you in a month, but don't think for a second that I can't tell when something is wrong."

The Doctor rolled his eyes. "Oh? Well then, go ahead and tell me just what you think is wrong."

Twilight blinked, now she knew something was gnawing at him. "Well, your attitude stinks for one! Ever since this afternoon you've been standoffish and hostile! You're usually gung-ho about going off to find the answer to any little mystery that pops up, but with this one it's like you don't even want to believe that there's anything wrong! If I didn't know any better, I'd say you're…scared."  
The Doctor blinked in astonishment. "I am _not_ scared!"

"Oh no?"

"No! I'm just…" The Doctor sighed and shook his head.

"Just?" Twilight said. "Just what?"

"I don't want to talk about it," The Doctor said.

Twilight gave an annoyed grunt and turned back to the screen, "Fine! Be that-" the control panel trilled as a match was found. "Doctor!"

"I see it…" The Doctor said disappointedly. "Sometimes I hate being right all the time."

"What? What is it?" Twilight walked over to The Doctor and looked at his screen.

"An undulating semi-subspace carrier pulse, it piggybacks on the transmission waves of the broadcast and focuses itself onto a certain part of the brain," The Doctor explained. "In this case the amygdala…damn."

"That part is responsible for emotions, right?" Twilight said.

"Yes and, perhaps more relevant to this case, the emotion of fear. This particular wave is designed to make a sort of circuit, a connection between the amygdalas of the watchers and…"

Twilight turned to The Doctor. "And what?"

The Doctor's expression began to transform into something more familiar. "Don't know, but considering the nature of the broadcasts and the specificity of the carrier wave I'd have to say nothing good! Odious even!"

"Word a day calendar?" Twilight said with a smirk, he was enjoying this despite himself.

"Nah, I can sense carrier waves, had a bit of a bad taste in my brain since the transmission." The Doctor grinned widely as he ran to the opposite side of the console and yanked on some levers. "Game face on, Twilight! We're going to pay CNA little visit!"

"…And that's when Miss Rose said 'I don't care about your deadlines, just broadcast the video!' Can you believe that?" Dolores said from across the table.

'_Yes. I know. I was _there_._' The Victor thought to itself. "Well, she's been under a lot of stress."

"For what?" she said as she took another bite of her salad. "Did you see that program? What a bunch of tripe! But the ratings are through the roof, so I guess that's why I'm still in editing!"

'_Tripe?!_' The Victor crushed an olive pit between his mandibles. "Were you here when the Changelings attacked?"

Dolores cleared her throat and said, "Uhh…No, actually, I was out of town meeting family…why?"

"Well, it was pretty effective for those of us that were!" it snapped, before catching itself. "Sorry, it's still a bit of a touchy subject for me, I got cornered by a bunch of them in a diner…"

"Oh I'm so sorry. I wasn't thinking," Dolores said as she reached across the table to pat him on the hoof.

The Victor put on its best smile and said, "No, no it's okay. I shouldn't be so touchy, you couldn't have known. So let's just put it behind us…dessert?"

"No thanks, I'm trying to cut back," Dolores said as her aura shifted to that of shame.

"How about we split one?" The Victor cooed. "Too much restraint is bad for the soul."

She mulled it over for a moment before nodding. "Okay, I'm sure it won't count if we split it."

The Victor smiled wider as her aura shifted away from the poisonous blue of shame and back to familiar and delectable pink. It closed its eyes and quietly inhaled, waiting for that familiar rush of energy.

Waiting.

Waiting…

It blinked in confusion. What was wrong? Why wasn't it working?

Dolores looked across the table at the confounded imposter, a gentle smile on her face. "So, what do you want to get?"

"Huh?" it muttered, still lost in confusion. "What?"

"What do you want to get…for dessert?" she said with a shrug.

The Victor shot to its feet, a forced smile on its face. "Excuse me for a second, will you?"

It quickly scurried away, its head darting back and forth as it looked for a restroom. All around it were the formerly familiar auras or passion, affection, love both platonic and romantic, but none of them felt right anymore. There was no pull, no withering sensation to prompt a feeding; its attraction towards them was now out of habit rather than necessity. Something was wrong, something was very wrong.

It burst into the stallion's bathroom and stopped in front of a mirror. It willed the door locked and dropped its glamour, carefully examining itself in the mirror. It was larger than before, bulkier about the shoulders, neck, and haunches, and its carapace was no longer the dull leathery padding of before but rather a hard shiny shell. Its eyes were the most marked change; instead of the standard blue they were now a terrible and alien orange, the color of fire.

The door to one of the stalls swung open and a portly older unicorn came waddling out. "You may want to steer clear of this stall for the next few houuuaAAAAGH!"

A youngish stallion with a deep brown coat swung around to face him, an expertly crafted look of surprise on 'his' face. "What? What is it?!"

The round green unicorn blinked and shook his head as he stammered, "I-I-I'm sorry! I just, uh, I just thought I saw…something."

The Victor let out a relived sigh. "You scared me for a second there! Man! You okay there?"

The unicorn leaned against the stall, he was hyperventilating slightly, 'Yeah, just give me a second. That blasted news program has me seeing Changelings in the bloody bathroom!"

"Yeah, well, that's just the thing, isn't it?" it said with a false look of worry. "Changelings can be anywhere, anyone, you gotta be careful but how can you be with such a menace roaming around?"

A deep green aura came rolling off the fat unicorn and a familiar yearning filled The Victor. It stepped forward and placed a comforting hoof on the unicorn's shoulder, instantly devouring the aura. "Be careful now, okay? You can't be scaring yourself like that."

"You're right," he said with an uncertain nod. "Sorry I gave you such a start. I'll be off now."

The Victor willed the door unlocked and the unicorn left, whereupon The Victor immediately locked the door again and released a breath of charged excitement. '_What was that? Did I just feed? But that's wrong, that wasn't love! That was fear! How did I…oh…oh no.' _It looked at its body, examining its hooves._ 'I've changed; the Engine must have changed me somehow! What am I?! Am I still a Changeling?_'

"No…" it looked back up at itself in the mirror, its brow furrowing. "I'm no Changeling, not anymore. I have a title, both in honor and in and of myself, I am The Victor."

'_But what of my former meal-to-be?_' it mulled this over for less than a second. '_Feh! Of what use is she to me now? …Then again…Mop Up seems to be very protective of her, that alone makes her worth my special attentions. Heh._'

It exited the bathroom and made its way back to its table, it amused itself with thoughts of Mop Up's impotent rage and humiliation once it recounts its conquests to him in lurid detail. It cast an inattentive gaze over the field of auras before it, a mere few minutes ago it had found it to be such an alluring and appetizing sight, but now a new food had been sampled the special pink of love now seemed…different.

It paused.

There had been no room for speculation before; to contemplate love was to feel an overwhelming desire to feed. But now, with its needs focused elsewhere, it suddenly realized that it knew next to nothing about the actual emotional state itself. What _is_ love? Something you eat? Not anymore. Is it happiness? Yes and no; it has the blinding white of happiness as a component, but not a whole. Is it desire? Again, the pale red of attachment and the bright crimson of lust mixes with the glowing white of happiness to form a somewhat pinkish hue, but not _the_ pinkish hue. Despite these component parts being readily identifiable, their simple mixture did not form love. Its former prey had not simply been happy and desirous of their company; there was another component, a mysterious keystone that made that special glow.

It sat down at its table and looked across at Dolores, she looked up and smiled. "Hey! I hope you don't mind that I ordered the dessert. We're having a chocolate éclair. Is that okay?"

"Yes of course!" it said before leaning in. "Dolores…"

"Yes, Mop Up?"

It paused, knowing full well how strange this whole 'what is love' thing could sound if not phrased exactly right. "I just want to say that I'm no expert on…relationships. If I say or do something odd-"

Dolores smiled and waved her hoof. "Mop Up, it's fine! You haven't said anything strange, in fact you've been very charming."

"It's just that for all my life I've watched people date and such. I've always just sort of seen it as a strange and confusing thing that I would never or could never be a part of."

"Because of your stutter?" Dolores said quietly.

"…Yes…because of that." The Victor was working with its own experience in addition to the more genuine feelings of Mop Up. "I've watched people form relationships, fall in love, and get married. I've read about it in books but I've never really understood it. It's like I've been an outsider looking in."

Dolores smiled broadly and nodded. "Don't worry Mop Up, now that you have more confidence I'm sure you'll be learning a lot in the next few days. Who knows…I might even give you a lesson or two…"

"Thank you Dolores! I'm…" The Victor said as a familiar purple unicorn and a brown stallion raced by the restaurant window. "…Sorry, but I have to go!"

"What? Mop Up…"

"Uhh…here," The Victor said, hurriedly throwing a hundred bits down onto the table. "This should cover everything including the tip and your cab fare! I'm _really_ sorry about all this, but I just remembered that I need to rotate out the cleaning solution for all the floor cleaners!"

Dolores blinked in confusion as it scurried around her. "But-"

"Biohazard! Very dangerous!" The Victor shouted as it bolted out the door. "I'll make it up to you later!"

Dolores sat in bewilderment and watched as The Victor streaked by the window.

She turned to look at the chocolate éclair that had been placed on her table and sighed, "Waste not want not…"

The Victor quietly tailed the two threats as they entered the building; they were too caught up in their own theories and excitement to notice the pony in the janitor's outfit. They stopped and waited at the elevator.

It strolled up behind them, "So, where are you two headed?"

The Brown Stallion turned and locked his eyes on it, a brief electric sensation raced up its spine. Its heart began to race.

"Floor 95," he said with a broad infectious grin. "Yourself?"

"Boiler level," The Victor said, perfectly maintaining its composure. "I guess I'll just take the stairs then."

The stallion nodded and bid a small farewell as he entered the elevator with his friend.

'_They're going to see Miss Tailor,_' it thought to itself. '_No other reason for them to go up there._'

It trotted over to the other elevator and selected the boiler room. Once the elevator had descended The Victor forced its way out and onto the roof. It looked up and narrowed its eyes; a flash of green light revealed its true form and it began to flex its powerful wings. It blasted off and shot up through the elevator shaft. '_See you there._'


	3. Chapter 3

The elevator shaft was a pitch black tunnel of steel and concrete, the sound of its wings thundered off the solid walls, blending with the roar of the wind that raced past its ears. It slowed the beat of its wings as it approached its destination, clasping the steel cable between its chitinous limbs. It hissed quietly as it scurried up the cable, dangling in front of the door. It's eyes glowed as it willed the door open and leapt out, expertly shifting its form so it exited the door as Rose Tailor. It looked down the hall, making sure that the coast was clear, it was. It sighed and turned around to enter its glamour's office, coming face to face with a bemused-looking orange earth pony.

"Luna's mane!" the somewhat pudgy manager said. "Didja hear the racket that thing was making, Miss Tailor?"

"Err…" it paused. "Racket? What racket?"

"Some awful buzzing sound!" he said explanatorily. "I suppose elevators are pretty well insulated, but still! It was like a lawn-mower or something!"

"If you'll excuse me," it said, turning down the hall.

"O-oh, sure!" he stammered. "Sorry, I didn't mean to–"

The elevator dinged as the door opened, a young-looking unicorn mare blinked in confusion. "Sorry! Wrong floor!"

She pushed a few buttons and the door closed again, the elevator continued down the building.

"Huh…" he muttered, not noticing the 'mare' before him slowly beginning to crouch, "Say didn't you just come u–?"

There was a thunderous buzzing noise followed by a short, terrified yelp before silence one again.

The Doctor's ears perked up in the elevator, his hackles beginning to rise.

"Doctor?" Twilight said with concern. "What is it?"

"Didn't you hear it?" he said quietly.

Twilight listened; all she could hear was the low droning of the irritatingly unctuous elevator music. "Hear what?"

"Trouble…"

(Dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da/ /dah-da-da-da etc)

DOCTOR WHOOVES

Episode 3

The Nightmare Engine: Part 3

Starring:

The Doctor

Twilight Sparkle

Featuring:

Rose Tailor

Mop Up

The Victor

The Doctor and Twilight Sparkle exited the elevator, The Doctor looking up and down the hall suspiciously. Twilight noticed the hard-edged look in his eyes, the same sort of cold burning she had seen in their first adventure together.

"Doctor…" she started before he raised his hoof.

"Twilight, can we please leave the introspective mumbo-jumbo for later?" he said, his eyes scanning the hallway before turning to her with a smile. "After we figure out what's going on here, and over a basket of chips for preference?"

Twilight sighed and nodded. "Alright…so, why are we looking for Rose Tailor?"

The Doctor went stiff and snapped around to face her. "Excuse me?!"

"Rose Tailor…" she said cautiously. "The program manager of CNN?"

"Oh! Tailor, as in…right, of course! I just…hmm," he mumbled, looking across the hallway, his eyes lighting up with relief. "Anyway, I think I just found her office!"

"Well, that's convenient," Twilight said as she read the plaque on the door.

"Practically contrived…"

"What?"

"Nevermind," he said rapidly. "C'mon, let's investigate!"

They quietly entered the darkened room; the office itself had a large lobby with a dozen comfortable-looking chairs against the walls. The floor was hard tile that clacked as their hooves set down for each step, forcing both Twilight and The Doctor to carefully control each pace forward.

"Doctor," Twilight began to say.

"Shh!" he hissed quietly. "What?"

"Sorry," she whispered. "What are we doing in here? Why are we being so sneaky?"

"Because…" The Doctor said, pointing at a small green splotch on the floor. "…Of that."

"Changeling slime?" she said, examining it. "So? Doctor, there were tens of thousands of those things and they got everywhere! I'm actually surprised that there isn't more of this stuff, they must have a really kick-flank custodial service around here!"

"Exactly!" The Doctor said, pawing at the gelatinous spot. "This place is spotless, everywhere else in this building is practically museum-exhibit clean! Why would there be even a single spot left, let alone one in the PM's lobby?"

"You think a Changeling managed to avoid the love wave?" Twilight said.

The Doctor manfully suppressed a laugh. "–Snerk!– 'Love wave'? Really? Sometimes I forget how silly this universe can be, it's got a great sense of humor, that's for sure!"

"Doctor, this is serious!" Twilight exclaimed. "A Changeling could still be in Canterlot! Do you have any idea what this could mean?"

The Doctor waved dismissively. "Twilight, I just came back from the era that birthed these things, they were basically the goombas of the time!"

"Goombas?"

"What, this universe doesn't have Mario?" The Doctor said.

Twilight blinked, "Who?"

The Doctor shook his head and patted her on the shoulder. "You poor, deprived creature…"

"Doctor!" she said, frustrated.

"Relax! What I'm saying is, how much trouble could a single Changeling cause?" The Doctor said as he scanned the ceiling. "Poor thing probably just wants to feed; their normal M.O. is much less intrusive than you'd think. Normally folk don't even notice when they've been, it's how they've survived all this time."

"Then why all the sneaking around?" Twilight said anxiously. "What's got you so on edge?"

The Doctor pulled out his sonic screwdriver and trilled it through the air. "Because it's likely that it's none-too-happy about that whole 'love-wave' business, so it's probably hungry and scared, a very bad combination. Could be a serious distraction…"

Twilight scanned the room with her horn alongside The Doctor. "Distraction from what?"

"From finding out who's sending those transmissions and why," he murmured, inching his way towards the officer door.

Twilight examined the door lock and shrugged. "What if the Changeling, if it's even here, is the one behind it all?"

"Ha!" The Doctor scoffed "Not even getting into the magitechnical logistics of this sort of operation, but Changelings feed on love, not fear! Why would a Changeling risk its life to spread an emotion it can't even use?"

"Why would a Changeling queen imitate an Alicorn despite knowing they're immune to telepathic-synchronization?" Twilight retorted. "I'm telling you, _none_ of this business with the Changelings makes sense! We should at least entertain the possibility."

"I guess it _is_ possible…" The Doctor said, running his sonic screwdriver over the locked door. "…Anyway, we should find whatever we're looking for in here!"

The door swung open and a startled noise greeted them. Twilight and The Doctor exchanged glances and switched on the light. The two carefully entered the seemingly empty room.

Twilight's horn glowed menacingly. "Whoever's in here, by order of Princess Celestia, reveal yourself at once!"

"Very good, very authoritative," The Doctor muttered.

"Quiet, I'm making an impression," she whispered before turning back to the room. "You have three seconds to come out, after that and I start rearranging furniture!" an incrementally louder trilling sounded through out the room. "Three…twooooo…"

"Alright!" a voice said frantically from behind the desk. "Alright, I'm coming out! Please, don't hurt me!"

"See? Results," Twilight muttered aside to The Doctor before turning to the desk. "Come on out, slowly!"

A haggard earth stallion inched out from behind the desk, a look of terrified apprehension on his rounded face. "Please don't hurt me! I wasn't doing anything, I was just hiding in here!"

"Hiding?" The Doctor said, walking over to the stallion and grabbing his face. "Here, look at me. Hiding from what?"

The stallion looked confused for a moment, wavering under the intensity of The Doctor's stare. "Uhh…f-from Ms. Tailor! I dunno what I did, but I started talking to her in the hallway and she just attacked me!"

"Attacked you?" Twilight exclaimed. "Why?"

"I don't know!" he cried, growing more and more uneasy with The Doctor's examination. "I heard she was under a lot of stress trying to cover the Changeling Invasion, but it was like she was trying to kill me! Luckily I managed to grab her keycard and lock myself in here! She was kicking at that door for about a minute before something seemed to scare her off!"

The Doctor unceremoniously dropped the sweating stallion. "Well, he's telling the truth and he isn't a Changeling."

"Changeling?!" he gasped. "Where?!"

"Can you tell us anything about what's been going on with Ms. Tailor recently?" The Doctor said, inspecting the desk. "Aside from the attempted homicide–er, I mean–_equu_cide."

The pudgy stallion furrowed his brow. "I'm not sure, really. I hear she had a particularly bad reaction to them, she was scared stiff for days! But then, like magic, she just came into work one day and began to run everything again. The day after her return she announced that she was going to oversee those information programs on the Changelings. Ever since then, she's been a little…snappish. I just chalked it up to stress, y'know…"

The Doctor nodded, checking his screwdriver for readings. "Yeah, stress can do that–is she a unicorn?"

"No…earth pony," he said slowly. "Who are you, again? I think I heard you say you worked for Celestia?"

The Doctor smiled wryly and activated the desktop computer. "Yeah…but, in a way, _don't we all_?"

He turned to Twilight, who rolled her eyes and clicked her tongue. "I'm Twilight Sparkle, personal apprentice of the Royal Sisters. He's a…special case operative, codename 'The Doctor'."

"Hah! Codename!" The Doctor said happily. "I like it!"

"Anyway, we found something unusual about the broadcasts earlier today," Twilight said. "So now we're investigating."

"Understood," the stallion said with a nod. "Well, if you need my help with anything, just ask. I'm a manager, y'know, I have passwords and such!"

"Say…" The Doctor said, walking back over to the stallion. "I don't think I ever caught your name, may need it if I'm going to write my dissertation."

"O-oh!" his eyes darted back and forth nervously. "I-it's–"

"No!" The Doctor raised a hoof. "Lemme guess…hmmm…noun-verb or verb-noun? What do you do?"

"I'm a manager…" he said slowly. "I manage things…and stuff."

"Hmm!" The Doctor scratched his chin. "I got it! Over See, right?"

"Uhh…" 'Over See' stammered.

The Doctor threw his head back and laughed. "No, I'm joshing you! I read your file on the computer!"

"O-oh!" Over See exclaimed. "I thought you were a mind-reader or something!"

"I wish!" The Doctor said. "Now, what is it that you oversee, exactly, Over See?"

"I manage, uh, censorship and help enforce, uhhh…standards and practices," he responded, still visibly unnerved by The Doctor. "Why?"

"I might be able to use you, then," The Doctor said. "Those programs were far too alarmist for Equestrian television. What sort of strings did Ms. Tailor have to pull to get it on the air, hmm?"

Over See pawed at the ground nervously. "W-well, she kind of went over my head at that point. Called in a bunch of honchos and hotshots to get the thing through, so I'm afraid I'm not much help. But the secretary's desk in the office waiting room should have a detailed list of the ins-and-outs for the past week, though!"

"Ah!" The Doctor said with a nod, he turned to Twilight. "Could you run out and get those, please?"

Twilight nodded and left.

"It's funny…" The Doctor said, waiting for her to leave the room. "…Your profile says you're a manager-editor of local-broadcast commercial jingles, not censorship."

Over See went ram-rod stiff before cracking a nervous smile. "W-well…pretty girl in the room, thought I'd impress her…c'mon, look at me, I need every advantage I can get, right?"

The Doctor nodded and shrugged. "I'm quite sure I have no idea what you're talking about."

"Well…" Over See said, drawing out the word in a familiar way. "That's not entirely true, is it?"

"What?" The Doctor said, an inexplicable shill racing up his spine.

"The way you look at her, the way you banter…" 'Over See' said, his voice a far cry from the tremulous whimper it was before. "…The…aura you give off."

The Doctor slowly turned around, his hard blue eyes meeting the almost glowing emerald eyes of the smirking 'stallion' before him.

'Over See' continued to talk, "I must say, you're a very difficult read. It's not 'love' I see, but it's so far from any other emotion I'm familiar with that 'love' is the closest I can get, 'horror' being a close second. Complex emotions for a complex being."

"You're…" The Doctor said quietly. "…_Different_ from the others. You're more…complicated."

'Over See' laughed, it was a cold hard sound. "You should talk! Pony on the outside, Eldritch Other on the inside! Calling you 'complicated' would be like recounting a rainbow by saying 'it had red in it': A technically accurate but grossly inadequate description."

"What are you?" The Doctor said coldly.

The creature before him smiled, his mouth now filled with razor sharp teeth. "Me? Heh heh heh…"

In a movement to fast to see the creature opened its mouth and a barbed tendril shot out, picking The Doctor in the neck before retracting in an instant. The Doctor blinked, there was a sensation somewhat like pain racing up his neck, but a thick, almost gelatinous wave of numbness seemed to outrace the it. It spread up and down his body until he felt his front legs give out, his back legs following after a token resistance.

A single blue eye looked up at the creature, a wide toothy grin on its face. "…I'm The Victor."

"Doctor! I found the notes, it looked like she…" Twilight said as she entered the door, words dying in her throat. "What–?"

"I assure you…" The Victor said calmingly. "…There's a completely satisfactory explanation for all this." The Victor opened its mouth and the tendril shot out once more, pricking Twilight's neck in a tenth of a second. "There. Satisfied?"

Twilight's horn glowed and began to spark, she gritted her teeth and took a step forward only to have her front legs fold out from underneath her.

"Now…" The Victor dropped its glamour and grinned at the two interlopers. "…The fun can begin."

The Doctor groaned and rubbed his head. "Oooh…my oh my, those Changelings know how to party…" he looked around, seeing Twilight and two other ponies in a circle of light no more than four meters across, beyond the circle was an abyss so pure The Doctor knew that wherever they were, it wasn't the CNN building. "…Well, this doesn't look good."

Twilight stirred, a low groan emanating from her. "Doctor…remember what I said, about entertaining certain possibilities?"

"Twilight…" The Doctor sighed.

"And I think you said it _might_ be a 'serious distraction'," she shakily rose to her feet. "It looks rather hale and hearty for a 'hungry and scared' creature!"

"Now is not the time!" he said, gesturing at their surroundings. "We're in a bit of a spot, at the moment!"

"Oh, you think?" she scoffed, looking around. "Looks more like a 'dot' to me, maybe a 'splot', or even a 'blotch'!"

"Would you two kindly _shut_ **_up_**?!" the blonde-maned mare seethed as she sat up. "Whatever that thing dosed us with left the inside of my head in something of a state, and your bickering isn't helping!"

"Mu-m-muuuu…" the youngish stallion stammered as he regained consciousness. "…Y-yeah."

"Who're you two?" The Doctor said.

"Ah-ah-ah!" a voice said from the darkness above. "I believe we'll all benefit from a healthy bout of group discourse! Why don't we all introduce ourselves, hmm?"

"A touch dramatic, isn't it?" The Doctor muttered.

"Oh, you have _no_ idea!" the blonde mare said curtly. "Full-tilt diva, this one!"

"I'll be your venerable host this eternity/however long I allow you to live, I have no name but my title is The Victor!" the voice said, it seemed to come from everywhere. "I never truly understood my place in 'her' plan or how it related to my title until today! But now, I know! I am The Victor, and I–"

"Question!" The Doctor said calmly. "Who's 'she'?"

"What's her plan?" Twilight added.

"And when will you get on with it?" the mare muttered snidely.

"…Eager, aren't we?" The Victor said flintily. "Well then, let's get on with it, shall we?"

A pillar of light shot down and encompassed the blonde mare. "Name, profession, and fear, please."

"Uhhh…Rose Tailor, Program Manager at CNN and…I'm not sure…"

"Insects," The Victor said pithily. "Well, just any conglomeration of swarming, buzzing, angry things, really. Stems from a childhood trauma involving bees."

"Next!" the light set down on Twilight. "Second verse, same as the first!"

Twilight rolled her eyes and looked at The Doctor, who nodded. "Twilight Sparkle, professional student, and uhhh…failure, I guess."

"Very astute!" The Victor cheered. "Yes, a deep-seated fear of failure brought on by the near-constant pressure of being Celestia's pupil since early childhood. Always having to be the best, always having to prove yourself to her, to your peers, to yourself that you're worthy of your position! The slightest misstep, the smallest slip-up and you're back in…kindergarten? Bit of an overreaction, don't you think?"

"You're reading our minds, aren't you?" Twilight said flatly. "You know, this whole 'I know your fears' stuff is a lot less effective when you can just read our minds. You're not impressing anyone."

A low chuckle filled the air; something in it cause her hackles to stand on end as another spotlight shone down, this time on the earth pony stallion. "Next. Explain yourself."

The stallion began to sweat profusely, his lips twitching as he tried to spit out the catching words "M-m-m-muh-muh-mmm! …Muh-Moh-mmmm!"

"Come on!" The Victor said, a sort of cruel joy in its voice. "Spit it out! Duh-duh-don't you want to make fruh-fruh-friends?"

The poor stallion lowered his head and continued to try and mouth out the words, Twilight could see a tear rolling down his reddening face, she turned to the blackness outside. "Stop it! You think you're intimidating, picking on ponies who can't defend themselves? You're just a bully!"

The stallion's head snapped up, a look of sheer terror on his face as a voice that was simultaneously his but with The Victor's inflections resonated from his mouth. "Hello! My name's Mop Up, I'm a janitor, and my greatest fear is being around other ponies and existing in general! My life is constant misery!"

Mop Up collapsed into a panting heap as The Victor's high cruel laughter rang through the air. "On the nose, maraca-mouth!"

Twilight and Rose rushed over to help the stallion when the final spotlight shone on The Doctor, who simply looked up at the light with a cold look in his eyes. "Now that we're all friends…"

"This isn't about them, is it?"

"No," The Victor said calmly. "This is about _you_, Doctor. I was just getting all that simple stuff out of the way, because when it comes to what _you_ fear…well, things get complicated. And who knows? Maybe once they witness what actually goes on in that mind of yours, perhaps they'll see just how insubstantial their own phobias and insecurities truly are…before they go stark raving mad, of course!"

"You think you scare me?" The Doctor said coldly. "You think you're saying anything I haven't heard literally countless times before? You eat emotions, specifically fear, this isn't new for me!"

"Oh, I know!" it responded. "But the beings you faced were rank amateurs compared to me! They only knew their one emotion; they painted with just one color! I am an artist! The full spectrum of emotion is mine to command, to manipulate, to channel! Trust me Doctor, I am no simple fearmonger, I am The Victor!"

"That's nice," The Doctor said with a sigh. "Well then, scare me. C'mon, are you just going to prance about, or are you going to act?"

"Very well…" The Victor said, its voice now coming from a point directly in front of The Doctor. "Here I come."

A tall equine shape emerged from the abyss, it appeared to be a Changeling but it was much larger with a writhing harlequin mane and glowing green eyes. It gave a wide shark-like smile, the tooth-bearing expression synching with the calculating cruelty that glinted in the creature's eyes. It was certainly cunning, possessed of a dangerous combination of intuition and ruthlessness, but The Doctor had faced cunning before.

"So," he said quietly. "What now?"

"We–" The Victor said before a purple lighting bolt passed through its chest, causing the image to ripple slightly; The Victor donned an unimpressed expression. "Doctor, tend to your pet will you?"

The Doctor turned around to Twilight, her horn still glowing and her expression shifting from anger to mild embarrassment. "Twilight, he's not really there, and we're not really standing in some abstract domain of vague menace. It's a projection, probably some kind of gestalt psychic link in a secure location." He turned back to The Victor. "Some place secluded, some place only a few people even have access to, let alone actually go often. Some place…warm? Yes…a bit humid too, with a touch of rust in the air. A boiler room, or the Equestrian equivalent at least, right?"

"Er…" The Victor blinked as the smug expression fell from its face. "…Eh, lucky guess."

"Actually, I can access my external senses while unconscious or otherwise psychically indisposed," The Doctor said, closing his eyes to concentrate. "So! Let's get to delving into my darkest nightmares, hmm?"

The Victor sighed in irritation. "I can't help but feel that you don't quite comprehend the gravity of the situation."

"Oh, I comprehend!" The Doctor said, stepping out of the circle of light, causing a textured plane to manifest from the darkness. "But _if_ you can read my mind, then you should know I've been in tighter situations than this!"

"The Doctor's seen things that you can barely even contemplate, Changeling!" Twilight said, looking The Victor straight in the eyes. "To him, whatever you've concocted is a sweet dream!"

The Victor blinked and Twilight disappeared in flash, an unpleasant smirk tugging at the side of its mouth. "Sweet dreams, then."

"Twilight!" The Doctor raced forward, looking around frantically. "Where is she?! If you've done anything to her I'll–"

"Oh, don't be so dramatic!" The Victor scoffed. "She's perfectly safe…physically."

"If anything happens to her, I'll make you sorry," The Doctor said coldly.

"I know you will!" The Victor nodded, retrieving a memory. "Ahhh…you would condemn me to some sort of karmatically relevant hell! Confined within mirrors and such? Truly, great minds think alike!"

"What do you mean?" The Doctor didn't like the direction this conversation was taking, was there more to this creature than simple cunning? He recalled from before how the it had fooled him, its glamour perfect, its body language and emotions seamless. This Changeling was one that waited and watched, examining reactions and formulating strategies therein. Had it simply been gauging him the entire time, allowing him to strut about until it was ready?

"For you see…" The Victor said as it cast a sweeping gesture over at the other two ponies, causing them to disappear in a blur of light. "The hell you will face is not of my design…but yours. As you deduced Doctor, you're all connected via a psychic link, but what you didn't know was that your minds operate within a focal point, the heart of my power: The Nightmare Engine!"

"The carrier wave…" The Doctor muttered. "It's been funneling the psychic event of fear and paranoia caused by your transmissions back to this 'Nightmare Engine' of yours!"

The Victor tapped its hoof on the ground in a slow sarcastic clap. "My, my, my! You _are_ a clever one, aren't you?"

"But why?" The Doctor said unaware of the landscape forming around him. "There's got to be an easier way to siphon fear off an already frightened populace!"

The Victor nodded and grinned. "You're right, there certainly is! But…?"

"But you're not after the fear, are you?" The Doctor said, a look of horror spreading across his face as he began to recognize his surroundings. "…Oh no."

"Oh yes!" The Victor cackled, its body evanescing as its voice echoed throughout. "The engine itself inspires the very fear it runs on, I just needed a kick-start. It reaches deep inside and creates fear _from_ the subconscious! Once the transmissions start again it will sow terror and panic throughout the city, terror and panic on which it will feed! But all that is the least of _your_ worries! Your hell is ready, Doctor, don't keep it waiting!"

The Doctor futilely rushed forward. "Victor!"

The Changeling clicked its tongue in irritation as it faded away, its voice echoing as it did, "…That's '**The** Victor', to you…"

The Doctor cursed in his native tongue, causing a deep black ripple in the psychic ether as he did. He turned around, ears lying flat against his head as he took in the environment. The sky was the bright burnt orange color of autumn leafs; black smoke and dust hung in the air and turned the shimmering silver light of the dual suns into a smoky haze of dull grey. Shattered mountains touched the horizon, huge scars of cooled slag crisscrossed their sides, razing black gouges into ubiquitous crimson grass that otherwise smothered the scenery. The remnants of forests lay at the feet of the damaged mountains, the odd shimmer from the few remaining silver leafs sparkled in the cold twilight. Glittering in deathly pale light of the once proud suns were enormous shards of hypercrystal, the remnants of the kilometers-high domes that dotted the landscape before the cataclysm, within the ruin was a smoldering city belching ashy corpse-smoke. Scattered about the city was its destroyers, smoldering discs covered in symmetrical domes. Dalek battle-saucers.

The Doctor breathed in, the scent of his homeland aflame cut deep into him, the scent of burning corpses corrupting the fragrance of his world's peerless blossoms. He squeezed his eyes shut, vainly willing himself not to gratify the illusion with a title. "Gallifrey…"


End file.
